LET'S LEAVE THE MACHO OUT OF CORPORATE MERGER MANIA

Robert Reed

Some time ago, "Saturday Night Live" did a satirical sketch called "Quien es mas macho?" In a game show setting, contestants identified the most manly Latin movie star: Fernando Lamas or Ricardo Montalban?
These days, another version of "Quien es mas macho?" is playing in Washington, where the nation's top corporate leaders are going before Congress, the Department of Justice or regulators to argue for their latest mergers or corporate strategies.
Among the contestants: John Reed and Sanford Weill, the "macho" chairmen of merging Citicorp and Travelers Group Inc., respectively; Ed Whitacre, the mas macho Texas-based chairman of SBC Communications Inc., which is buying Ameritech Corp., and Bill Gates, Microsoft's chairman, who's locked in virtual combat with the Justice Department's antitrust unit.
And don't be fooled by Mr. Gates' choir-boy looks. He's muy macho!
As the mega-mergers continue, more macho men will emerge. Soon, there will be enough corporate testosterone flowing to make Viagra a faint memory.
Yet, beneath all this CEO swaggering is a less obvious, but more troubling, message. It says: What right does government or the public have to question me or my company? Moreover, why should I compromise to get what

Some time ago, "Saturday Night Live" did a satirical sketch called "Quien es mas macho?" In a game show setting, contestants identified the most manly Latin movie star: Fernando Lamas or Ricardo Montalban?

These days, another version of "Quien es mas macho?" is playing in Washington, where the nation's top corporate leaders are going before Congress, the Department of Justice or regulators to argue for their latest mergers or corporate strategies.

Among the contestants: John Reed and Sanford Weill, the "macho" chairmen of merging Citicorp and Travelers Group Inc., respectively; Ed Whitacre, the mas macho Texas-based chairman of SBC Communications Inc., which is buying Ameritech Corp., and Bill Gates, Microsoft's chairman, who's locked in virtual combat with the Justice Department's antitrust unit.

And don't be fooled by Mr. Gates' choir-boy looks. He's muy macho!

As the mega-mergers continue, more macho men will emerge. Soon, there will be enough corporate testosterone flowing to make Viagra a faint memory.

Yet, beneath all this CEO swaggering is a less obvious, but more troubling, message. It says: What right does government or the public have to question me or my company? Moreover, why should I compromise to get what I want?

The $72-billion Citicorp-Travelers deal is an example of this corporate hubris. Citicorp says it's going to invest or lend $115 billion in low- and moderate-income communities. Activists respond that that's not nearly enough and want to negotiate more. Citicorp's reply: Take it or leave it.

A recent appearance by SBC's Mr. Whitacre before a Senate committee gave lawmakers a glimpse of what they're up against. Mr. Whitacre condescendingly lectured senators on why his $72-billion merger is good for local phone competition, and why anyone who disagrees with his view is a dummy. Mr. Whitacre's attitude: Why should I open up my markets to competitors?

And then there's Bill Gates.

Apparently, the Microsoft chairman enjoys a good fight, because he's got a doozy going with the government's antitrust lawyers.

This battle of wills is over Microsoft's dogmatic refusal to integrate an alternative Internet browser, such as rival Netscape's, into its Windows-based operating system. Mr. Gates' mantra: Why should Microsoft showcase a competitor?

In each episode, the corporate commanders arrogantly assert that lawmakers, regulators and the public just don't get it. You see, their industries are so dynamic, sophisticated and complicated that they defy examination or deferential explanations.

Well, here's a hint, fellas: No one expects CEOs to be humble, but these he-man acts aren't smart business.

And like it or not, it's legitimate to ask questions. Some will be lame, others will be insightful.

Most, however, will reflect the justifiable concerns and uneasiness that many lawmakers, and the people who elect them, have about this fast-changing corporate world and the merits of these mega-transactions.

So, be respectful, gents. Your macho threatens to get in the way of your deals.